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The film takes place in a distant future where water is so scarce and rationed that it is considered an immensely valuable substance, both as a commodity and as a currency in ice cubes. The Templars of Mithra control the water and they destroy worlds that have natural water, leaving the galaxy virtually dry. Pirates dedicate their lives to raiding ships and looting the ice from the cargo holds to make a living.

Jason (Robert Urich) is the leader of a band of pirates that raid a Templar cruiser for its ice, and discover the beautiful princess Karina (Mary Crosby) in a stasis pod. He decides to kidnap her, waking her up, and alarming the Templars. Jason and his pirates flee, but are pursued by Templar ships. Jason lets some of his crew, Maida (Anjelica Huston) and Zeno (Ron Perlman), escape while Roscoe (Michael D. Roberts) stays to help Jason. Both Jason and Roscoe are captured.

During their capture, they meet Killjoy (John Matuszak) who has been pretending to be a monk to avoid being a slave. Jason and Roscoe are sentenced to become slaves, a process which includes castration. Roscoe and Jason are spared this fate by the spoiled princess, who has taken an interest in them. Princess Karina purchases them as her slaves, to work as servants during her party. That evening, they are reunited with Killjoy (disguised as a robot). Jason, Karina, Roscoe, Killjoy and Nanny manage to leave the planet before the Supreme Commander (John Carradine) arrives to arrest her.

Princess Karina hires Jason so she can find her father, who has gone missing while searching for the so-called "Seventh World": a lost, mythic planet rumored to contain vast reserves of water. The existence of such a world would threaten the Templars' water monopoly, and therefore their hold on power.

At some point, Jason keeps a secret that a nasty creature is hiding in their spaceship. Later, they are about to eat a turkey when something bursts out of it and runs away. Someone asks, "What was that?" Jason replies, "Space herpes." On their next planet, Jason and Roscoe are reunited with their fellow pirates, Maida and Zeno. They proceed to locate the "lost" planet, which contains massive amounts of water. The planet must be approached on a specific course or the ship will be suspended in time forever. The course apparently contains some sort of real or illusory time distortion (resulting in both the heroes and the villains reaching old age during the climactic battle).

In the end, the day is saved by the now-adult son of Karina and Jason, the result of a romantic tryst just before entering the time distortion field. As the heroes exit the field, everyone's ages regress to what they originally were, leaving Jason and Karina with the knowledge that they will have a child together.

The film was made at MGM, then under David Begelman and John Foreman. It was originally called The Water Planet and had a budget of $20 million. However MGM was in financial difficulty and its bankers put a limit of $8 million on all films. Begelman and Foreman contacted Stewart Raffill whose film High Risk (1981) had impressed them. Raffill said he would have to rewrite it and make it more comic, and they agreed.[2]

MGM had a contract with Robert Urich to make a TV series and insisted on him being cast. John Foreman wanted Anjelica Huston, a personal friend, in the film. John Matuszak was cast because one of the financiers liked him.[2][3]

"It wasn’t my concept," Rafill added. "We just put everything we could in it to make a joke and funny and told the story."[3]

Raffill says the film "ended up being a fiasco... MGM went through a transition and they brought in a new guy, who was eventually found out to be stealing money from the company. He was a little problematic sort of a fellow. And he had a bad time with John Foreman so he tried to sabotage the film. Pulled the money out on them, but we did finish it."[2]

Rafill says "Turns out the producer was a close friend of Paul Newman's and the studio head had said something derogatory about Paul Newman's wife and so the producer had punched him!"[3]

"At the end of the film, they were meant to arrive at Earth and they fly over the beaches of Malibu with everyone swimming in the water and the studio head cut that out! He never told me and it was gone. I had to drink vodka to calm myself down."[3]

The film is somewhat tongue-in-cheek and often compared to Star Wars. Upon its release, the New York Times described it as a "busy, bewildering, exceedingly jokey science-fiction film that looks like a Star Wars spin-off made in an underdeveloped galaxy."[4]

The film is also noteworthy for its cheeky, obviously cut-rate production values, mid-eighties "color-blind casting", sexual frankness, and near-deliberately slack "sitcom" direction. The climactic "time-warp" battle is a rare example of the classic science-fiction temporal paradox done in a "real-time" context. It currently holds a 9% rating on Rotten Tomatoes;[5] despite this, it proved to be a moderate box office success, grossing a domestic total of $14,255,801[1] on a $9 million budget.